Exhibit 10.2


 


Execution Version


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management
Trust Agreement (this “Agreement”) is made effective as of July 19, 2021 by and between TortoiseEcofin Acquisition
Corp. III, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company,
a New York corporation (the “Trustee”).


 


WHEREAS, the Company’s
registration statement on Form S-1, No. 333-253586 (the “Registration Statement”) and prospectus (the “Prospectus”)
for the initial public offering of the Company’s units (the “Units”), each of which consists of one of
the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-fourth
of one warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (such initial public offering hereinafter
referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and
Exchange Commission;


 


WHEREAS, the Company has entered
into an Underwriting Agreement (the “Underwriting Agreement”) with Barclays Capital Inc. and Goldman Sachs &
Co. LLC as representatives (the “Representatives”) of the several underwriters (the “Underwriters”)
named therein;


 


WHEREAS, as described in the
Registration Statement, $300,000,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants (as defined in the
Underwriting Agreement) (or $345,000,000 if the Underwriters’ over-allotment option is exercised in full) will be delivered to the
Trustee to be deposited and held in a segregated trust account located at all times in the United States (the “Trust Account”)
for the benefit of the Company and the holders of the Ordinary Shares included in the Units issued in the Offering as hereinafter provided
(the amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein as the “Property,”
the shareholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Shareholders,”
and the Public Shareholders and the Company will be referred to together as the “Beneficiaries”);


 


WHEREAS, pursuant to the Underwriting
Agreement, a portion of the Property equal to $10,500,000, or $12,075,000 if the Underwriters’ over-allotment option is exercised
in full, is attributable to deferred underwriting discounts and commissions that may be payable by the Company to the Underwriters upon
the consummation of the Business Combination (as defined below) (the “Deferred Discount”); and


 


WHEREAS, the Company and the
Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.


 


NOW THEREFORE, IT IS AGREED:


 


1. Agreements
and Covenants of Trustee. The Trustee hereby agrees and covenants to:


 


(a) Hold
the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the Trustee
in the United States at J.P. Morgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of $100 billion
or more and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company);


 


(b) Manage,
supervise and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c) In
a timely manner, upon the written instruction of the Company, invest and reinvest the Property in United States government securities
within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”),
having a maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4)
of Rule 2a-7 promulgated under the Investment Company Act, which invest only in direct U.S. government treasury obligations, as determined
by the Company; the Trustee may not invest in any other securities or assets, it being understood that the Trust Account will earn no
interest while account funds are uninvested awaiting the Company’s instructions hereunder and while the account funds are invested
or uninvested, the Trustee may earn bank credits and other consideration;


 






    


     


    

 


(d) Collect
and receive, when due, all interest or other income arising from the Property, which shall become part of the “Property,”
as such term is used herein;


 


(e) Promptly
notify the Company and the Representatives of all communications received by the Trustee with respect to any Property requiring action
by the Company;


 


(f) Supply
any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s
preparation of the tax returns relating to assets held in the Trust Account;


 


(g) Participate
in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the
Company to do so;


 


(h) Render
to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements
of the Trust Account;


 


(i) Commence
liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from
the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit
A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, President, Chief Financial Officer,
Secretary or Chairman of the board of directors of the Company (the “Board”) or other authorized officer of
the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest not
previously released to the Company to pay its income taxes (less up to $100,000 of interest that may be released to the Company to pay
dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the date which
is the later of (1) 24 months after the closing of the Offering, or 27 months from the closing of the Offering if the Company has executed
a letter of intent, agreement in principal or definitive agreement for a Business Combination within 24 months from the closing of the
Offering but has not completed the Business Combination within such 24-month period, and (2) such later date as may be approved by the
Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of association, as may
be amended from time to time (the “Memorandum and Articles”), if a Termination Letter has not been received
by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in
the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest not previously released
to the Company to pay its income taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses)
shall be distributed to the Public Shareholders of record as of such date;


 


(j) Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit
C (a “Tax Payment Withdrawal Instruction”), withdraw from the Trust Account and distribute to the Company
the amount of interest earned on the Property requested by the Company to cover any income tax obligation owed by the Company as a result
of assets of the Company or interest or other income earned on the Property, which amount shall be delivered directly to the Company by
electronic funds transfer or other method of prompt payment, and the Company shall forward such payment to the relevant taxing authority;
provided, however, that to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, the
Trustee shall liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution.
The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to said funds,
and the Trustee shall have no responsibility to look beyond said request;


 


(k) Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit
D (a “Shareholder Redemption Withdrawal Instruction”), the Trustee shall distribute on behalf of the Company
the amount requested by the Company to be used to redeem Ordinary Shares from Public Shareholders properly submitted in connection with
a shareholder vote to approve an amendment to the Memorandum and Articles that would affect the substance or timing of the Company’s
obligation to redeem one hundred percent (100%) of its public Ordinary Shares if the Company has not consummated an initial Business Combination
within such time as is described in the Memorandum and Articles. The written request of the Company referenced above shall constitute
presumptive evidence that the Company is entitled to distribute said funds, and the Trustee shall have no responsibility to look beyond
said request; and


 






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(l) Not
make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i), 1(j) or 1(k)
above.


 


2. Agreements
and Covenants of the Company. The Company hereby agrees and covenants to:


 


(a) Give
all instructions to the Trustee hereunder in writing, signed by the Company’s Chairperson of the Board, President, Chief Executive
Officer, Chief Financial Officer or Secretary. In addition, except with respect to its duties under Sections 1(i), 1(j)
or 1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice
or instruction which it, in good faith and with reasonable care, believes to be given by any one of the persons authorized above to give
written instructions, provided that the Company shall promptly confirm such instructions in writing;


 


(b) Subject
to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including
reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder and in
connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim
or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any
interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful
misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding,
pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing
of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct
and manage the defense against such Indemnified Claim; provided that the Trustee shall obtain the consent of the Company with respect
to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim
without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in
such action with its own counsel;


 


(c) Pay
the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee and transaction
processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property
shall not be used to pay such fees unless and until it is distributed to the Company pursuant to Sections 1(i) through 1(k)
hereof. The Company shall pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation of the
Offering. The Trustee shall refund to the Company the annual administration fee (on a pro rata basis) with respect to any period after
the liquidation of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except as set
forth in this Section 2(c), Schedule A and as may be provided in Section 2(b) hereof;


 


(d) In
connection with any vote of the Company’s shareholders regarding a merger, amalgamation, share exchange, asset acquisition, share
purchase, reorganization or similar business combination involving the Company and one or more businesses or entities (the “Business
Combination”), provide to the Trustee an affidavit or certificate of the inspector of elections for the general meeting
verifying the vote of such shareholders regarding such Business Combination;


 


(e) Provide
the Representatives with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect
to any proposed withdrawal from the Trust Account promptly after it issues the same;


 


(f) Instruct
the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make
any distributions that are not permitted under this Agreement; and


 


(g) Within
four (4) business days after the Underwriters exercise the over-allotment option (or any unexercised portion thereof) or such over-allotment
option expires, provide the Trustee with a notice in writing of the total amount of the Deferred Discount, which shall in no event be
less than $10,500,000.


 






    3


     


    

 


3. Limitations
of Liability. The Trustee shall have no responsibility or liability to:


 


(a) Imply
obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement
and that which is expressly set forth herein;


 


(b) Take
any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability
to any party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;


 


(c) Institute
any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind
with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided herein to
do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(d) Refund
any depreciation in principal of any Property;


 


(e) Assume
that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise
in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(f) The
other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in
good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The
Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel
(including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper
or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability
of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed
or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination
or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, signed
by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent
thereto;


 


(g) Verify
the accuracy of the information contained in the Registration Statement;


 


(h) Provide
any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated by
the Registration Statement;


 


(i) File
information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements
to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property;


 


(j) Prepare,
execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities relating
to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, income
tax obligations, except pursuant to Section 1(j) hereof; or


 


(k) Verify
calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i),
1(j) or 1(k) hereof.


 


4. Trust
Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it
may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation,
under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely against the Company and
its assets outside the Trust Account and not against the Property or any monies in the Trust Account.


 






    4


     


    

 


5. Termination.
This Agreement shall terminate as follows:


 


(a) If
the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts
to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time that the
Company notifies the Trustee that a successor trustee has been appointed and has agreed to become subject to the terms of this Agreement,
the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer of
copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided, however,
that in the event that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation notice from
the Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New York or with the
United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from any liability
whatsoever; or


 


(b) At
such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions of
Section 1(i) hereof (which section may not be amended under any circumstances) and distributed the Property in accordance
with the provisions of the Termination Letter, this Agreement shall terminate except with respect to Section 2(b).


 


6. Miscellaneous.


 


(a) The
Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds transferred
from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating to such security procedures
to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained
access to such confidential information, or of any change in its authorized personnel. In executing funds transfers, the Trustee shall
rely upon all information supplied to it by the Company, including, account names, account numbers and all other identifying information
relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s
gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense resulting from any error
in the information or transmission of the funds.


 


(b) This
Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect
to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. This Agreement may
be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute
but one instrument.


 


(c) This
Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for
Sections 1(i), 1(j) or 1(k) hereof (which sections may not be modified, amended or deleted without the affirmative
vote of sixty-five percent (65%) of the then outstanding Ordinary Shares and Class B ordinary shares, par value $0.0001 per share, of
the Company, voting together as a single class; provided that no such amendment will affect any Public Shareholder who has properly
elected to redeem his, her or its Ordinary Shares in connection with a shareholder vote to approve an amendment to this Agreement that
would affect the substance or timing of the Company’s obligation to redeem one hundred percent (100%) of its public Ordinary Shares
if the Company does not complete its initial Business Combination within the time frame specified in the Memorandum and Articles), this
Agreement or any provision hereof may only be changed, amended or modified (other than to correct a typographical error) by a writing
signed by each of the parties hereto.


 


(d) The
parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New York,
for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT,
EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.


 






    5


     


    

 


(e) Any
notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall
be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or by facsimile
or email transmission:


 


if to the Trustee, to:


 


Continental Stock Transfer & Trust
Company

1 State Street, 30th Floor

New York, New York 10004

Attn:  Francis Wolf and Celeste Gonzalez

Email: fwolf@continentalstock.com

Email: cgonzalez@continentalstock.com


 


if to the Company, to:


 


TortoiseEcofin Acquisition Corp. III

6363 College Boulevard

Overland Park, KS 66211

Attn: Steven Schnitzer


 


in each case, with copies to:


 


Vinson & Elkins L.L.P.

1114 Avenue of the Americas, 32nd Floor

New York, NY 10036

Attn: Brenda Lenahan

Fax No.: (212) 237-0100


 


and


 


Barclays Capital Inc. and Goldman Sachs &
Co. LLC


 


Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

Attn: General Counsel

Fax No.: (212) 412-7300


 


Goldman Sachs & Co. LLC

200 West Street

New York, New York 10282

Attn: General Counsel

Fax No.:


 


and


 


Skadden, Arps, Slate, Meagher & Flom
LLP

525 University Avenue, Suite 1400

Palo Alto, California 94301

Attn: Gregg A. Noel and Michael J. Mies

Fax No.: (650) 470-4570


 


(f) Each
of the Company and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into this
Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make
any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust Account
under any circumstance.


 


(g) Each
of the Company and the Trustee hereby acknowledges and agrees that each of the Representatives, on behalf of the Underwriters, is a third
party beneficiary of this Agreement.


 


(h) Except
as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person or entity.


 


[Signature Page Follows]


 




    6


     


    

 


IN WITNESS WHEREOF,
the parties have duly executed this Investment Management Trust Agreement as of the date first written above.


 


	 	Continental Stock Transfer & Trust Company, as Trustee
	 	 
	 	By: 	/s/ Francis Wolf
	 	Name: 	Francis Wolf
	 	Title: 	Vice President
	 	 
	 	TortoiseEcofin Acquisition Corp. III
	 	 
	 	By: 	/s/ Vincent T. Cubbage
	 	Name: 	Vincent T. Cubbage
	 	Title:	 Chief Executive Officer



 


[Signature Page to Investment Management Trust Agreement]


 




    


     


    

 


SCHEDULE A


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial set-up fee	 	Initial closing of Offering by wire transfer.	 	$	3,500.00	 
	Trustee administration fee	 	Payable annually. First year fee payable at initial closing of Offering by wire transfer; thereafter, payable by wire transfer or check.	 	$	10,000.00	 
	Transaction processing fee for disbursements to Company under Sections 1(i), 1(j) and 1(k)	 	Billed to Company following disbursement made to Company under Section 1.	 	$	250.00	 
	Paying Agent services as required pursuant to Section 1(i) and 1(k)	 	Billed to Company upon delivery of service pursuant to Section 1(i) and 1(k).	 	 	Prevailing rates	 



 




    Schedule A


     


    

 


Exhibit A


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account - Termination
Letter


 


Ladies and Gentlemen:


 


Pursuant to Section 1(i)
of the Investment Management Trust Agreement between TortoiseEcofin Acquisition Corp. III (the “Company”) and
Continental Stock Transfer & Trust Company (the “Trustee”), dated as of July 19, 2021 (the “Trust
Agreement”), this is to advise you that the Company has entered into an agreement with        
(the “Target Business”) to consummate a business combination with Target Business (the “Business
Combination”) on or about [   ],
20[     ]. The Company shall notify you at least seventy-two (72) hours in advance of the actual date of the
consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein
shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms
of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and to transfer the proceeds
into the trust operating account in the United States at J.P. Morgan Chase Bank, N.A. to the effect that, on the Consummation Date, all
of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct
on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust operating account at J.P. Morgan
Chase Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends.


 


On the Consummation Date (i)
counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated
concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”), (ii)
the Company shall deliver to you (a) a certificate of the Chief Executive Officer of the Company, which verifies that the Business Combination
has been approved by a vote of the Company’s shareholders, if a vote is held and (b) written instruction signed by the Company with
respect to the transfer of the funds held in the Trust Account, including payment of the Deferred Discount from the Trust Account (the
“Instruction Letter”) and (iii) Barclays Capital Inc. and Goldman Sachs & Co. LLC shall deliver to you joint
written instructions for delivery of the Deferred Discount. You are hereby directed and authorized to transfer the funds held in the Trust
Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction
Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you
will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account
and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for
reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated.


 


In the event that the Business
Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the
original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the
funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day
immediately following the Consummation Date as set forth in such written instructions as soon thereafter as possible.


 


	 	Very truly yours,
	 	 	 
	 	TortoiseEcofin Acquisition Corp. III
	 	 	 
	 	By:	          
	 	Name:	 
	 	Title:	 



 


cc: Barclays Capital Inc. and Goldman Sachs
& Co. LLC


 




    Exhibit A


     


    

 


Exhibit B


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account - Termination
Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i)
of the Investment Management Trust Agreement between TortoiseEcofin Acquisition Corp. III (the “Company”) and
Continental Stock Transfer & Trust Company (the “Trustee”), dated as of July 19, 2021 (the “Trust
Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target Business
within the time frame specified in the Company’s amended and restated memorandum and articles of association (the “Memorandum
and Articles”), as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not
defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms
of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds
into the trust operating account in the United States at J.P. Morgan Chase Bank, N.A. to await distribution to the Public Shareholders.
The Company has selected        , 20      
as the effective date for the purpose of determining when the Public Shareholders will be entitled to receive their share of the liquidation
proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly
to the Public Shareholders in accordance with the terms of the Trust Agreement and the Memorandum and Articles. Upon the distribution
of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations
under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(j) of the Trust Agreement.


 


	 	Very truly yours,
	 	 	 
	 	TortoiseEcofin Acquisition Corp. III
	 	 	 
	 	By:	            
	 	Name:	 
	 	Title:	 


 


cc: Barclays Capital Inc. and Goldman Sachs
& Co. LLC


 




    Exhibit B


     


    

 


Exhibit C


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


Re:Trust Account - Tax Payment Withdrawal
Instruction


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(j)
of the Investment Management Trust Agreement between TortoiseEcofin Acquisition Corp. III (the “Company”) and
Continental Stock Transfer & Trust Company (the “Trustee”), dated as of July 19, 2021 (the “Trust
Agreement”), the Company hereby requests that you deliver to the Company $
of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings
set forth in the Trust Agreement.


 


The Company needs such funds
to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement,
you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s
operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 





	 	Very truly yours,
	 	 	 
	 	TortoiseEcofin Acquisition Corp. III
	 	 	 
	 	By:	         
	 	Name:	 
	 	Title:	 


 


cc: Barclays Capital Inc. and Goldman Sachs
& Co. LLC


 




    Exhibit C


     


    

 


Exhibit D


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account - Shareholder
Redemption Withdrawal Instruction


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(k)
of the Investment Management Trust Agreement between TortoiseEcofin Acquisition Corp. III (the “Company”) and
Continental Stock Transfer & Trust Company (the “Trustee”), dated as of July 19, 2021 (the “Trust
Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $     
of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall
have the meanings set forth in the Trust Agreement.


 


The Company needs such funds
to pay its Public Shareholders who have properly elected to have their Ordinary Shares redeemed by the Company in connection with a shareholder
vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (the “Memorandum
and Articles”) that affects the substance or timing of the Company’s obligation to redeem one hundred percent (100%)
of its public Ordinary Shares if the Company has not consummated an initial Business Combination within such time as is described in the
Memorandum and Articles. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your
receipt of this letter to the redeeming Public Shareholders in accordance with your customary procedures.


 


	 	Very truly yours,
	 	 	 
	 	TortoiseEcofin Acquisition Corp. III
	 	 	 
	 	By:	         
	 	Name:	 
	 	Title:	 


 


cc: Barclays Capital Inc. and Goldman Sachs
& Co. LLC


 


 


Exhibit D